STOCK TITAN

Spectral AI (MDAI) director buys 35K shares, now holds 2.77M

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Spectral AI, Inc. director John Michael DiMaio reported an acquisition of 35,000 shares of Common Stock on 2026-08-13 at a weighted average price of $1.64 per share, giving him 2,766,847 Common shares held directly after the transaction. The filing also lists existing equity incentives, including Incentive Stock Options exercisable for 5,292 and 20,352 Common shares at an exercise price of $1.67 expiring in 2034, 250,000 Non-Qualified Stock Options at $1.25 expiring in 2035 of which 100,000 were vested and 150,000 vest upon achievement of milestones, and 100,000 Restricted Stock Units tied to Common Stock, half of which vested on April 20, 2026, with the remaining half scheduled to vest on April 1, 2027.

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Insider DiMaio John Michael
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 35,000 $1.64 $57K
holding ISO F2 -- -- --
holding ISO F3 -- -- --
holding NQSO F4 -- -- --
holding Restricted Stock Unit F5 -- -- --
Holdings After Transaction: Common Stock — 2,766,847 shares (Direct); ISO — 25,644 shares (Direct); NQSO — 250,000 shares (Direct); Restricted Stock Unit — 100,000 shares (Direct)
Footnotes (5)
  1. F1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
  2. F2. 100% of the stock options vested on the date of issuance.
  3. F3. 100% of the stock options were vested as of the date hereof.
  4. F4. 100,000 of the stock options were vested as of the date hereof. The remaining 150,000 stock options vest upon the achievement of certain milestones.
  5. F5. 50% of the RSUs vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
Shares acquired 35,000 shares Common Stock acquired on 2026-08-13
Acquisition price $1.64 per share Weighted average price for 35,000-share acquisition
Common shares held after 2,766,847 shares Direct Common Stock ownership following the reported acquisition
ISO exercise price and shares $1.67; 5,292 and 20,352 shares Incentive Stock Options expiring 2034-05-15
NQSO position 250,000 shares at $1.25 Non-Qualified Stock Options expiring 2035-04-23
RSU position 100,000 units Restricted Stock Units with vesting in 2026 and 2027
Incentive Stock Option financial
"The filing also lists existing equity incentives, including Incentive Stock Options exercisable"
An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.
Non-Qualified Stock Option financial
"and 250,000 Non-Qualified Stock Options at $1.25 expiring in 2035"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Restricted Stock Unit financial
"and 100,000 Restricted Stock Units tied to Common Stock, half of which vested"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
weighted average price financial
"at a weighted average price of $1.64 per share"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

What did MDAI director John Michael DiMaio report on this Form 4?

He reported acquiring 35,000 shares of Spectral AI, Inc. (MDAI) Common Stock on 2026-08-13 at a $1.64 weighted average price, increasing his directly held Common Stock position to 2,766,847 shares after the transaction.

What is John Michael DiMaio’s total reported Common Stock holding in MDAI after this transaction?

After the reported acquisition, he directly holds 2,766,847 shares of MDAI Common Stock. This figure reflects his ownership following the 35,000-share acquisition disclosed for the 2026-08-13 transaction.

At what price were the 35,000 MDAI shares acquired by John Michael DiMaio?

The 35,000 shares were acquired at a weighted average price of $1.64 per share. The filing notes that the shares were purchased in multiple transactions, and detailed per-trade pricing information is available upon request.

What Non-Qualified Stock Options in MDAI are reported for John Michael DiMaio?

He is reported to hold 250,000 Non-Qualified Stock Options on MDAI Common Stock with an exercise price of $1.25 and an expiration date of 2035-04-23. A footnote states 100,000 options are vested and 150,000 vest upon achievement of milestones.

What are the vesting terms of John Michael DiMaio’s MDAI Restricted Stock Units?

He holds 100,000 Restricted Stock Units tied to MDAI Common Stock, with 50% vesting on April 20, 2026 and the remaining 50% scheduled to vest on April 1, 2027, according to the accompanying footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DiMaio John Michael

(Last)(First)(Middle)
2515 MCKINNEY AVENUE
SUITE 1000

(Street)
DALLAS TEXAS 75201

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Spectral AI, Inc. [ MDAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/13/2026A35,000A$1.64(1)2,766,847D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
ISO$1.67 (2)05/15/2034Common Stock5,2925,292D
ISO$1.67 (3)05/15/2034Common Stock20,35220,352D
NQSO$1.25 (4)04/23/2035Common Stock250,000250,000D
Restricted Stock Unit$1.84 (5)04/20/2036Common Stock100,000100,000D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. 100% of the stock options vested on the date of issuance.
3. 100% of the stock options were vested as of the date hereof.
4. 100,000 of the stock options were vested as of the date hereof. The remaining 150,000 stock options vest upon the achievement of certain milestones.
5. 50% of the RSUs vested on April 20, 2026. 50% of the RSUs will vest on April 1, 2027.
/s/ John Michael DiMaio08/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)